Limitation on Agency. Except as expressly provided herein, the Managing Partner shall have exclusive authority to act for the Partnership. No other Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, another Partner or the Partnership (or to authorize any other Person to do so) except (i) as otherwise expressly provided herein or as expressly approved by written consent of all Partners, (ii) if the Managing Partner is a Defaulting Partner, to the extent necessary to permit the Non-Defaulting Partners to exercise on behalf of the Partnership any remedies available to the Partnership against the Managing Partner, or (iii) if the Managing Partner fails to perform its management duties hereunder (including its duty to give the notices contemplated by Section 3.1(a) hereof), to the extent necessary to permit the Non-Defaulting Partners to continue the business of the Partnership. In addition to the other remedies specified in this Agreement, each Partner agrees to indemnify and hold each other Partner harmless from and against any claim, demand, loss, damage, liability or expense (including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable legal expenses) incurred by or made against such other Partner and arising out of or resulting from any action taken by the indemnifying Partner in violation of this Section 4.5.
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Limitation on Agency. Except as expressly provided herein, the -------------------- Managing Partner shall have exclusive authority to act for the Partnership. No other Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, another Partner or the Partnership (or to authorize any other Person to do so) except (i) as otherwise expressly provided herein or as expressly approved by written consent of all Partners, (ii) if the Managing Partner is a Defaulting Partner, to the extent necessary to permit the Non-Defaulting Partners to exercise on behalf of the Partnership any remedies available to the Partnership against the Managing Partner, or (iii) if the Managing Partner fails to perform its management duties hereunder (including its duty to give the notices contemplated contem plated by Section 3.1(a) hereof), to the extent necessary to permit the Non-Defaulting Partners to continue the business of the Partnership. In addition to the other remedies specified in this Agreement, each Partner agrees to indemnify and hold each other Partner harmless from and against any claim, demand, loss, damage, liability or expense (including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable legal expenses) incurred by or made against such other Partner and arising out of or resulting from any action taken by the indemnifying Partner in violation of this Section 4.5.
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Limitation on Agency. Except as expressly provided herein, the -------------------- Managing Partner shall have exclusive authority to act for the Partnership. No other Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, another Partner or the Partnership (or to authorize any other Person to do so) except (i) as otherwise expressly provided herein or as expressly approved by written consent of all Partners, (ii) if the Managing Partner is a Defaulting Partner, to the extent necessary to permit the Non-Defaulting Partners to exercise on behalf of the Partnership any remedies available to the Partnership against the Managing Partner, or (iii) if the Managing Partner fails to perform its management duties hereunder (including its duty to give the notices contemplated by Section 3.1(a) hereof), to the extent necessary to permit the Non-Defaulting Partners to continue the business of the Partnership. In addition to the other remedies specified in this Agreement, each Partner agrees to indemnify and hold each other Partner harmless from and against any claim, demand, loss, damage, liability or expense (including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable legal expenses) incurred by or made against such other Partner and arising out of or resulting from any action taken by the indemnifying Partner in violation of this Section 4.5.
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Limitation on Agency. Except as expressly provided herein, the -------------------- Managing Partner shall have exclusive authority to act for the Partnership. No other Partner shall have any authority to act for, or to assume any obligation obli gation or responsibility on behalf of, another Partner or the Partnership (or to authorize any other Person to do so) except (i) as otherwise expressly provided herein or as expressly approved by written consent of all Partners, (ii) if the Managing Partner is a Defaulting Partner, to the extent necessary to permit the Non-Defaulting Partners to exercise on behalf of the Partnership any remedies available to the Partnership against the Managing Partner, or (iii) if the Managing Partner fails to perform its management duties hereunder (including its duty to give the notices contemplated contem plated by Section 3.1(a) hereof), to the extent necessary to permit the Non-Defaulting Partners to continue the business of the Partnership. In addition to the other remedies specified in this Agreement, each Partner agrees to indemnify indem nify and hold each other Partner harmless from and against any claim, demand, loss, damage, liability or expense (including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable legal expenses) incurred by or made against such other Partner and arising out of or resulting from any action taken by the indemnifying Partner in violation of this Section 4.5.
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